Condensed Consolidating Financial Information

Many of our subsidiaries have guaranteed our indebtedness under the unsecured senior notes and the revolving credit facilities. The guarantees are joint and several and full and unconditional. The following statements set forth consolidating financial information with respect to the guarantors of our unsecured senior notes:



Condensed Consolidating Balance Sheet As of September 30, 2012	Equity One, Inc.			Combined Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminating Entries			Consolidated
	(In thousands)
ASSETS
Properties, net	$	265,457		$	1,304,479	$	1,418,444	$	(136	)	$	2,988,244
Investment in affiliates	1,228,310			—		—		(1,228,310		)	—
Other assets	289,660			78,768		853,248		(803,086		)	418,590
Total Assets	$	1,783,427		$	1,383,247	$	2,271,692	$	(2,031,532	)	$	3,406,834
LIABILITIES
Mortgage notes payable	$	27,218		$	38,247	$	381,007	$	—		$	446,472
Unsecured senior notes payable	681,136			—		—		—			681,136
Other notes payable	600,000			93,600		70,840		(764,440		)	—
Term loan	250,000			—		—		—			250,000
Unsecured revolving credit facilities	62,000			—		—		—			62,000
Unamortized/unaccreted (discount) premium on notes payable	(1,994		)	264		8,312		—			6,582
Other liabilities	22,830			103,378		169,104		(19,708		)	275,604
Total Liabilities	1,641,190			235,489		629,263		(784,148		)	1,721,794
Redeemable noncontrolling interests	—			—		—		22,621			22,621
EQUITY	142,237			1,147,758		1,642,429		(1,270,005		)	1,662,419
TOTAL LIABILITIES AND EQUITY	$	1,783,427		$	1,383,247	$	2,271,692	$	(2,031,532	)	$	3,406,834



Condensed Consolidating Balance Sheet As of December 31, 2011	Equity One, Inc.			Combined Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminating Entries			Consolidated
	(In thousands)
ASSETS
Properties, net	$	269,251		$	1,296,731	$	1,242,139	$	(46	)	$	2,808,075
Investment in affiliates	1,228,310			—		—		(1,228,310		)	—
Other assets	345,064			52,771		855,502		(838,841		)	414,496
Total Assets	$	1,842,625		$	1,349,502	$	2,097,641	$	(2,067,197	)	$	3,222,571
LIABILITIES
Mortgage notes payable	$	28,535		$	39,327	$	402,825	$	—		$	470,687
Unsecured senior notes payable	691,136			—		—		—			691,136
Other notes payable	600,000			93,600		67,000		(760,600		)	—
Unsecured revolving credit facilities	138,000			—		—		—			138,000
Unamortized/unaccreted (discount) premium on notes payable	(2,433		)	296		10,318		—			8,181
Other liabilities	20,462			102,341		145,883		(30,820		)	237,866
Liabilities associated with assets held for sale	5			1,103		27,587		—			28,695
Total Liabilities	1,475,705			236,667		653,613		(791,420		)	1,574,565
Redeemable noncontrolling interests	—			—		—		22,804			22,804
EQUITY	366,920			1,112,835		1,444,028		(1,298,581		)	1,625,202
TOTAL LIABILITIES AND EQUITY	$	1,842,625		$	1,349,502	$	2,097,641	$	(2,067,197	)	$	3,222,571



Condensed Consolidating Statement of Comprehensive Income for the three months ended September 30, 2012	Equity One Inc.			Combined Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated
	(In thousands)
REVENUE:
Minimum rent	$	7,131		$	30,980		$	25,572		$	—		$	63,683
Expense recoveries	1,885			8,643			8,305			—			18,833
Percentage rent	(5		)	68			875			—			938
Management and leasing services	—			2			497			—			499
Total revenue	9,011			39,693			35,249			—			83,953
EQUITY IN SUBSIDIARIES' EARNINGS	27,195			—			—			(27,195		)	—
COSTS AND EXPENSES:
Property operating	2,897			9,900			10,296			(208		)	22,885
Rental property depreciation and amortization	1,876			8,587			10,249			26			20,738
General and administrative	7,397			1,708			1,151			(29		)	10,227
Total costs and expenses	12,170			20,195			21,696			(211		)	53,850
INCOME BEFORE OTHER INCOME AND EXPENSE, TAX AND DISCONTINUED OPERATIONS	24,036			19,498			13,553			(26,984		)	30,103
OTHER INCOME AND EXPENSE:
Investment income	8,586			3			11,026			(18,029		)	1,586
Equity in income of unconsolidated joint ventures	—			—			469			—			469
Other income (loss)	211			—			(9		)	(212		)	(10		)
Interest expense	(24,104		)	(915		)	(11,102		)	18,029			(18,092		)
Amortization of deferred financing fees	(598		)	(3		)	(26		)	—			(627		)
Impairment loss	—			(2,445		)	—			—			(2,445		)
INCOME FROM CONTINUING OPERATIONS BEFORE TAX AND DISCONTINUED OPERATIONS	8,131			16,138			13,911			(27,196		)	10,984
Income tax expense of taxable REIT subsidiaries	—			(120		)	(358		)	—			(478		)
INCOME FROM CONTINUING OPERATIONS	8,131			16,018			13,553			(27,196		)	10,506
DISCONTINUED OPERATIONS:
Operations of income producing properties sold or held for sale	10			(83		)	364			4			295
INCOME (LOSS) FROM DISCONTINUED OPERATIONS	10			(83		)	364			4			295
NET INCOME	8,141			15,935			13,917			(27,192		)	10,801
Other comprehensive (loss) income	(2,562		)	—			76			—			(2,486		)
COMPREHENSIVE INCOME	5,579			15,935			13,993			(27,192		)	8,315
Comprehensive income attributable to noncontrolling interests	—			—			(2,736		)	—			(2,736		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO EQUITY ONE, INC.	$	5,579		$	15,935		$	11,257		$	(27,192	)	$	5,579



Condensed Consolidating Statement of Comprehensive Income for the three months ended September 30, 2011	Equity One Inc.			Combined Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated
	(In thousands)
REVENUE:
Minimum rent	$	7,077		$	28,869		$	17,890		$	—		$	53,836
Expense recoveries	1,974			8,389			5,439			—			15,802
Percentage rent	11			105			607			—			723
Management and leasing services	10			24			449			—			483
Total revenue	9,072			37,387			24,385			—			70,844
EQUITY IN SUBSIDIARIES' EARNINGS	18,883			—			—			(18,883		)	—
COSTS AND EXPENSES:
Property operating	2,888			10,099			7,428			521			20,936
Rental property depreciation and amortization	1,740			7,125			9,248			34			18,147
General and administrative	8,064			1,921			3,206			(101		)	13,090
Total costs and expenses	12,692			19,145			19,882			454			52,173
INCOME BEFORE OTHER INCOME AND EXPENSE, TAX AND DISCONTINUED OPERATIONS	15,263			18,242			4,503			(19,337		)	18,671
OTHER INCOME AND EXPENSE:
Investment income	4,680			2			11,007			(14,174		)	1,515
Equity in income of unconsolidated joint ventures	—			—			4,426			—			4,426
Other income	90			—			11			—			101
Interest expense	(22,408		)	(2,301		)	(5,367		)	13,059			(17,017		)
Amortization of deferred financing fees	(510		)	(22		)	(26		)	—			(558		)
Gain on sale of real estate	—			29			930			—			959
Impairment loss	—			(18,490		)	—			—			(18,490		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE TAX AND DISCONTINUED OPERATIONS	(2,885		)	(2,540		)	15,484			(20,452		)	(10,393		)
Income tax benefit of taxable REIT subsidiaries	—			2,523			650			—			3,173
(LOSS) INCOME FROM CONTINUING OPERATIONS	(2,885		)	(17		)	16,134			(20,452		)	(7,220		)
DISCONTINUED OPERATIONS:
Operations of income producing properties sold or held for sale	393			1,826			203			1,636			4,058
Gain on disposal of income producing properties	34			—			3,991			—			4,025
Impairment loss on income producing properties sold or held for sale	(2,074		)	(162		)	(86,151		)	51,673			(36,714		)
Income tax benefit of taxable REIT subsidiaries	—			—			33,642			—			33,642
(LOSS) INCOME FROM DISCONTINUED OPERATIONS	(1,647		)	1,664			(48,315		)	53,309			5,011
NET (LOSS) INCOME	(4,532		)	1,647			(32,181		)	32,857			(2,209		)
Other comprehensive income	16			—			125			—			141
COMPREHENSIVE (LOSS) INCOME	(4,516		)	1,647			(32,056		)	32,857			(2,068		)
Comprehensive income attributable to noncontrolling interests	—			—			(2,448		)	—			(2,448		)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO EQUITY ONE, INC.	$	(4,516	)	$	1,647		$	(34,504	)	$	32,857		$	(4,516	)



Condensed Consolidating Statement of Comprehensive Income for the nine months ended September 30, 2012	Equity One Inc.			Combined Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated
	(In thousands)
REVENUE:
Minimum rent	$	21,119		$	91,699		$	74,183		$	—		$	187,001
Expense recoveries	5,815			25,820			23,760			—			55,395
Percentage rent	93			1,075			2,515			—			3,683
Management and leasing services	—			42			2,149			(388		)	1,803
Total revenue	27,027			118,636			102,607			(388		)	247,882
EQUITY IN SUBSIDIARIES' EARNINGS	96,469			—			—			(96,469		)	—
COSTS AND EXPENSES:
Property operating	8,369			30,141			28,952			(569		)	66,893
Rental property depreciation and amortization	5,382			27,657			32,335			68			65,442
General and administrative	23,517			5,700			3,407			(210		)	32,414
Total costs and expenses	37,268			63,498			64,694			(711		)	164,749
INCOME BEFORE OTHER INCOME AND EXPENSE, TAX AND DISCONTINUED OPERATIONS	86,228			55,138			37,913			(96,146		)	83,133
OTHER INCOME AND EXPENSE:
Investment income	15,106			13			32,969			(43,473		)	4,615
Equity in income of unconsolidated joint ventures	—			—			129			—			129
Other income	756			—			5			(637		)	124
Interest expense	(71,030		)	(1,290		)	(24,457		)	43,473			(53,304		)
Amortization of deferred financing fees	(1,736		)	(23		)	(77		)	—			(1,836		)
(Loss) gain on extinguishment of debt	—			(27		)	370			—			343
Impairment loss				(6,393		)							(6,393		)
INCOME FROM CONTINUING OPERATIONS BEFORE TAX AND DISCONTINUED OPERATIONS	29,324			47,418			46,852			(96,783		)	26,811
Income tax expense of taxable REIT subsidiaries	—			(244		)	(173		)	—			(417		)
INCOME FROM CONTINUING OPERATIONS	29,324			47,174			46,679			(96,783		)	26,394
DISCONTINUED OPERATIONS:
Operations of income producing properties sold or held for sale	(2		)	(178		)	390			69			279
Gain on disposal of income producing properties	282			424			13,563			—			14,269
Impairment loss on income producing properties sold or held for sale	—			(3,425		)	—			—			(3,425		)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS	280			(3,179		)	13,953			69			11,123
NET INCOME	29,604			43,995			60,632			(96,714		)	37,517
Other comprehensive (loss) income	(7,624		)	—			289			—			(7,335		)
COMPREHENSIVE INCOME	21,980			43,995			60,921			(96,714		)	30,182
Comprehensive income attributable to noncontrolling interests	—			—			(8,202		)	—			(8,202		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO EQUITY ONE, INC.	$	21,980		$	43,995		$	52,719		$	(96,714	)	$	21,980



Condensed Consolidating Statement of Comprehensive Income for the nine months ended September 30, 2011	Equity One Inc.			Combined Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated
	(In thousands)
REVENUE:
Minimum rent	$	21,435		$	87,696		$	52,710		$	—		$	161,841
Expense recoveries	5,920			25,369			17,122			—			48,411
Percentage rent	107			960			1,731			—			2,798
Management and leasing services	10			72			1,508			—			1,590
Total revenue	27,472			114,097			73,071			—			214,640
EQUITY IN SUBSIDIARIES' EARNINGS	72,962			—			—			(72,962		)	—
COSTS AND EXPENSES:
Property operating	8,433			30,687			21,260			1,544			61,924
Rental property depreciation and amortization	5,083			25,301			27,155			81			57,620
General and administrative	24,910			6,304			7,504			(312		)	38,406
Total costs and expenses	38,426			62,292			55,919			1,313			157,950
INCOME BEFORE OTHER INCOME AND EXPENSE, TAX AND DISCONTINUED OPERATIONS	62,008			51,805			17,152			(74,275		)	56,690
OTHER INCOME AND EXPENSE:
Investment income	11,408			13			33,396			(41,642		)	3,175
Equity in income of unconsolidated joint ventures	—			—			4,694			—			4,694
Other income	223			—			34			—			257
Interest expense	(66,623		)	(4,531		)	(19,103		)	38,300			(51,957		)
Amortization of deferred financing fees	(1,494		)	(75		)	(86		)	—			(1,655		)
Gain on bargain purchase	30,561			—			—			—			30,561
Gain on sale of real estate	3,605			346			1,614			—			5,565
Gain on extinguishment of debt	—			42			213			—			255
Impairment loss	—			(18,635		)	—			—			(18,635		)
INCOME FROM CONTINUING OPERATIONS BEFORE TAX AND DISCONTINUED OPERATIONS	39,688			28,965			37,914			(77,617		)	28,950
Income tax benefit of taxable REIT subsidiaries	—			2,491			989			—			3,480
INCOME FROM CONTINUING OPERATIONS	39,688			31,456			38,903			(77,617		)	32,430
DISCONTINUED OPERATIONS:
Operations of income producing properties sold or held for sale	1,171			5,479			(152		)	4,886			11,384
Gain (loss) on disposal of income producing properties	34			(13		)	3,991			—			4,012
Impairment loss on income producing properties sold or held for sale	(3,351		)	(162		)	(86,151		)	51,673			(37,991		)
Income tax benefit of taxable REIT subsidiaries	—			—			34,453			—			34,453
(LOSS) INCOME FROM DISCONTINUED OPERATIONS	(2,146		)	5,304			(47,859		)	56,559			11,858
NET INCOME (LOSS)	37,542			36,760			(8,956		)	(21,058		)	44,288
Other comprehensive income	48			—			219			—			267
COMPREHENSIVE INCOME (LOSS)	37,590			36,760			(8,737		)	(21,058		)	44,555
Comprehensive income attributable to noncontrolling interests	—			—			(6,965		)	—			(6,965		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO EQUITY ONE, INC.	$	37,590		$	36,760		$	(15,702	)	$	(21,058	)	$	37,590



Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2012	Equity One, Inc.			Combined Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(107,380	)	$	82,196		$	141,695		$	116,511
INVESTING ACTIVITIES:
Acquisition of income producing properties	—			(80,735		)	(153,750		)	(234,485		)
Additions to income producing properties	(4,375		)	(8,515		)	(2,386		)	(15,276		)
Additions to construction in progress	(682		)	(53,785		)	(548		)	(55,015		)
Proceeds from sale of real estate and rental properties	1,417			6,514			25,235			33,166
Decrease (increase) in cash held in escrow	90,845			(1,811		)	746			89,780
Investment in mezzanine loan	(19,258		)	—			—			(19,258		)
Increase in deferred leasing costs and lease intangibles	(1,541		)	(2,391		)	(1,504		)	(5,436		)
Investment in joint ventures	—			—			(14,102		)	(14,102		)
Repayments of advances to joint ventures	—			—			618			618
Distributions from joint ventures	—			—			567			567
Advances to subsidiaries, net	(104,686		)	60,675			44,011			—
Net cash used in investing activities	(38,280		)	(80,048		)	(101,113		)	(219,441		)
FINANCING ACTIVITIES:
Repayments of mortgage notes payable	(1,316		)	(2,148		)	(40,582		)	(44,046		)
Net repayments under revolving credit facilities	(76,000		)	—			—			(76,000		)
Repayment of senior debt	(10,000		)	—			—			(10,000		)
Proceeds from issuance of common stock	86,490			—			—			86,490
Borrowings under term loan	250,000			—			—			250,000
Payment of deferred financing costs	(2,697		)	—			—			(2,697		)
Stock issuance costs	(813		)	—			—			(813		)
Dividends paid to stockholders	(76,109		)	—			—			(76,109		)
Distributions to noncontrolling interests	(7,496		)	—			—			(7,496		)
Distributions to redeemable noncontrolling interests	(708		)	—			—			(708		)
Net cash provided by (used in) financing activities	161,351			(2,148		)	(40,582		)	118,621
Net increase in cash and cash equivalents	15,691			—			—			15,691
Cash and cash equivalents at beginning of the period	10,963			—			—			10,963
Cash and cash equivalents at end of the period	$	26,654		$	—		$	—		$	26,654



Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2011	Equity One, Inc.			Combined Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(12,344	)	$	74,490		$	31,475		$	93,621
INVESTING ACTIVITIES:
Acquisition of income producing properties	(55,000		)	—			(89,255		)	(144,255		)
Additions to income producing properties	(1,735		)	(6,877		)	(2,189		)	(10,801		)
Additions to construction in progress	(1,141		)	(16,600		)	(189		)	(17,930		)
Proceeds from sale of real estate and rental properties	3,206			11,705			59,501			74,412
Increase in cash held in escrow	(47,321		)	—			—			(47,321		)
Investment in mezzanine loan	(45,100		)	—			—			(45,100		)
Increase in deferred leasing costs and lease intangibles	(1,062		)	(2,888		)	(1,024		)	(4,974		)
Investment in joint ventures	—			—			(9,874		)	(9,874		)
Repayments of advances to joint ventures	—			—			34,887			34,887
Distributions from joint ventures	—			—			14,071			14,071
Investment in consolidated subsidiary	—			—			(242		)	(242		)
Advances to subsidiaries, net	(51,195		)	(102		)	51,297			—
Net cash (used in) provided by investing activities	(199,348		)	(14,762		)	56,983			(157,127		)
FINANCING ACTIVITIES:
Repayments of mortgage notes payable	(1,418		)	(59,728		)	(111,719		)	(172,865		)
Net borrowings under revolving credit facilities	177,500			—			—			177,500
Proceeds from issuance of common stock	116,519			—			—			116,519
Payment of deferred financing costs	(4,883		)	—			(151		)	(5,034		)
Stock issuance costs	(1,150		)	—			—			(1,150		)
Dividends paid to stockholders	(73,790		)	—			—			(73,790		)
Distributions to noncontrolling interests	(8,817		)	—			—			(8,817		)
Net cash provided by (used in) financing activities	203,961			(59,728		)	(111,870		)	32,363
Net decrease in cash and cash equivalents	(7,731		)	—			(23,412		)	(31,143		)
Cash and cash equivalents obtained through acquisition	—			—			23,412			23,412
Cash and cash equivalents at beginning of the period	38,333			—			—			38,333
Cash and cash equivalents at end of the period	$	30,602		$	—		$	—		$	30,602